CNS Bylaws Version 2: Modeled on NIPS Foundation

BYLAWS

Article 1. Name. The name of the Corporation shall be the Computational Neuroscience (CNS) Foundation.

Article 2. Purpose. The CNS Foundation shall be a non-profit corporation concerned with fostering research exchange on Computational Neuroscience. Its primary focus shall be the continuing series of professional meetings known in the past as Computational Neuroscience Meetings. Possible additional activities for the CNS Foundation consistent with its purpose of fostering research exchange on Computational Neuroscience may be undertaken.

Article 3. Organization.

3. A. Board of directors. The Board of Directors is the executive body of the CNS foundation. The board of directors shall consists of not fewer then 15 persons. An annual meeting of the Board of Directors shall be held at least once a year at the CNS meeting. Continual business and discussion shall be conducted via internet. At each annual meeting, the incumbent directors shall vote to fill the offices of those directors whose terms are expiring, by simple majority vote. Each member of the Board of Directors shall have one vote. The Board of Directors shall make all decisions regarding the organization of the annual meeting except for the scientific program of the meeting, which shall be the responsibility of the Program Committee.

The initial Board of Directors shall consist of at least 15 founding members, excluding the members of the Executive committee. Members of the Board shall be appointed for five year terms. Members of the Board can be reappointed for consecutive terms, but the Board of Directors shall seek to appoint new members to the Board from a broad range of scientist regularly attending the meeting. The board shall seek a fair distribution of gender and seniority among its members when making new appointments.

3. B. Officers. At every annual meeting, the Board shall appoint the members of the Executive Committee: President, Vice-President, Secretary, Treasurer, Chair of the Program Committee, Chair of the Grants Committee and Chair of the Local Organizing Committee.

All members of the Executive committee, with exception of the Chair of the Local Organizing Committee, shall be appointed by the Board of Directors for an initial period of two calendar years, renewable for one year terms, by simple majority vote. After having served for 5 years, the reappointment of a member of the Executive Committee will necessitate a 2/3 majority vote of the board. The Chair of the Local Organizing Committee shall be appointed for the calendar year preceding the annual meeting.

(1) The President of the Board holds the corporate records, is empowered to sign legal documents on behalf of the CNS foundation provided that such legal documents are approved by the Board of Directors and generally shall act on behalf of the CNS foundation in day-to-day matters.

(2) The Vice-President shall assist the President in all matters, is empowered to sign legal documents on behalf of the CNS foundation provided that such legal documents are approved by the Board of Directors and generally shall act on behalf of the CNS foundation in day-to-day matters.

(3) The treasurer is the officer responsible for financial matters of the CNS foundation and for disbursement of monies for the operation of the foundation and its activities.

(4) The Secretary is the officer responsible for establishing and maintaining corporate records including records of the meetings of the Board of Directors as well as maintaining corporate correspondence. The secretary is responsible for holding a duplicate set of corporate records.

(5) The Chair of the Grants Committee if responsible for keeping the board informed on the status of Grants for the CNS meeting and for supervising the writing and submissions of Grants.

(6) The Program Chair is the officer responsible for presiding over the Program Committee. He or she shall keep the Board updated on the Program Committee's activities and shall organize the activities of the Program committee in such a way as to comply with the executive decisions of the Board of Directors.

(6) The Chair of the Local Organizing Committee shall be responsible for presiding over the Local Organizing Committee and to keep the board of directors informed on local organizational matters.

Article 4. Annual Meeting Committees. Each Annual Computational Neuroscience Meeting shall be organized by the Executive Committee, the Program Committee and the Local Organizing Committee in compliance with the decisions of the Board of directors. The Board of Directors and the Executive Committee shall choose the time and place and define the format of the Annual Meeting. The Program Committee shall be responsible for the scientific program of the annual meeting. In developing the meeting's scientific and social program, the Executive and Program Committees shall solicit and consider suggestions from the membership and shall work closely and continuously with the Board of Directors. The Chairperson of the Program Committee shall preside over the proceedings of the Committee, and he/she shall keep the Board updated on the Program Committee activities.

4. A. The Program Committee, except for the Chairperson (which is appointed from the members of the Board of Directors), shall be appointed by the Board from suggestions made by the standing Program Committee. Each member of the Program Committee shall be appointed for a three-year, non renewable term. The Board shall solicit opinions from the scientists attending the annual meeting before appointing new members to the Program Committee.

4. B. The Local Organizing Committee shall be responsible for all local arrangements for the Annual Meeting. The Chairperson of the Local Organizing Committee shall be determined by the Board of Directors and shall be a member of the Board for the year preceding the Annual Meeting. The Chairman of the Local Organizing Committee shall determine additional members for that Committee.

Article 5. Voting. Elections and decision making shall be by simple majority vote except for amending these bylaws which shall require a tow-thirds vote and when explicitly stated otherwise. Elections and decisions are made by the majority of those Board members present at the Board meeting or of those casting their vote when communicating over internet, providing a quorum of at least half the members if obtained.

The Board of Directors may establish additional permanent or ad hoc committees. Members of these committees need not be members of the Board of Directors.

Article 6. Amendments. These bylaws may be amended by a two-thirds vote of the Board of Directors. A vote to amend these bylaws may occur at either the annual meeting or at a special meeting called for that purpose. Two months notice is required to the Board for any vote amending these bylaws.

Article 7. Terms for initial appointments for Board members. Initial appointments of the first board shall be made by the Executive committee and the Program Committee. In order to guarantee continuity, initial appointment terms shall be determined randomly in such manner as to guarantee a uniform distribution of 1, 2, 3, 4 and 5 year terms.

Article 8. Additional Provisions. (These are copied as is from NIPS and need to be looked over by a lawyer to check if they are correct for whatever state that we will incorporate in). (a) This corporation shall indemnify and hold harmless each of its directors and officers (and his or her executor, personal representative or heir), whether or not then in office, who were or are a party or are threatened to be made a party to any proceeding, whether civil, criminal, administrative or investigative (including an action suit or suit by or in the right of the Corporation) by reason of the fact that he or she is or was a director of officer of the Corporation, against expenses (including all reasonable attorney's fees), judgments, fines, and amounts paid in settlement incurred by him or her in connection with such action, suit or proceedings, unless there is a final adjudication by a court of competent jurisdiction that such person is liable for gross negligence, or willful misconduct or a knowing violation of criminal law. All reasonable attorney's fees and costs shall be reimbursed immediately by the Corporation as they are incurred by such person, and shall be promptly repaid to the Corporation only upon a final adjudication by a court of competent jurisdiction that such person is liable for gross negligence, or willful misconduct or a knowing violation of criminal law. The foregoing right to indemnification shall be in addition to and not exclusively of all other rights to which such director or officer may be entitled including but not limited to any rights under policies of insurance that may be purchased and maintained by the Corporation.

(b) In any proceedings brought in the right of this Corporation or brought on behalf of the Corporation, the damages assessed against any officer or director arising out of a single transaction, occurrence or course of conduct shall not exceed the lesser of (i) $1,000.00, or (ii) a lesser amount (if any) as may be afforded by law from time to time, unless there is a final adjudication by a court of competent jurisdiction that such person was engaged in willful misconduct or knowing violation of criminal law. The limitation on liability provided herein shall not be deemed to supersede or prevent any greater limitation on liability as may be afforded by law from time to time.

(c) Unless otherwise provided herein, the provisions of ???state law apply and are incorporated herein by reference and made part of these bylaws as if fully set herein.